exhibit10one.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PURCHASE AND SALE
AGREEMENT

    


    


    This
Purchase and Sale Agreement (this “Agreement”) dated
June 19, 2008, by and between ROBOCO ENERGY, INC., a Texas corporation (“Seller”), and GULF
ONSHORE, INC., a Nevada corporation (“Buyer”).  This
Agreement shall be effective as of September 1, 2008, so that any gross revenues
from production of oil, gas or other hydrocarbons from the Properties, as
described herein, and any expenses due from the operation of any Wells, as
described herein, including disposal fees or expenses, shall be the property or
obligation of Buyer.

     

    In
consideration of the mutual promises contained herein, the benefits to be
derived by each party hereunder and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell
and convey, and Buyer agrees to purchase, the Properties (as defined in Paragraph 1 below),
subject to the following terms and conditions:

     

    1. Properties.  The
term “Properties”
means:

     

    (a) All of
Seller’s rights, titles and interests, and any right, titles and interests owned
or held by any of Seller’s officers or directors, in and to those oil, gas and
mineral leases (the “Leases”), those wells
(the “Wells”)
and other rights described or depicted in Exhibit A attached
hereto and incorporated herein by reference for all purposes or incorporated
into Exhibit A
by reference to another instrument or document (including maps) described in
Exhibit A,
including without limitation assignments of operating rights and contractual
rights to acquire or earn any such interests and all contingent, reversionary
and carried interests relating to any of the foregoing, and all other rights
therein (such properties, rights and interests of Seller are hereinafter
collectively called the “Oil and Gas
Interests”);

     

    (b) All of
the rights, titles, interests and benefits incident to the use, ownership,
operation, or maintenance of the Oil and Gas Interests, including without
limitation the following: (i) all rights, privileges, benefits and powers
conferred upon Seller with respect to the use and occupation of the surface of,
and the sub-surface depths under, the land covered by the Oil and Gas Interests
that may be necessary, convenient or incidental to the possession and enjoyment
of the Oil and Gas Interests; (ii) all rights in respect of any pooled or
unitized acreage by virtue of any Oil and Gas Interest, being a part of such
pooled or unitized acreage, including all production from the pool or unit
allocated to any such Oil and Gas Interest, and all interests in any wells
within the unit or pool associated with such Oil and Gas Interest, regardless of
whether such production comes from within or without the Oil and Gas Interests,
or whether such unit or pool production comes from wells located within or
without the Oil and Gas Interests; (iii) all tenements, hereditaments and
appurtenances belonging or incident to the Oil and Gas Interests; (iv) all of
the permits, licenses, servitudes, easements, rights-of-way, orders, surface
leases or rights, farm-in agreements, farm-out agreements, operating agreements,
options, leases of equipment or facilities and all other contracts, agreements
and rights appurtenant or incident to the Oil and Gas Interests, or used or held
for use in connection with the ownership or operation of the Oil and Gas
Interests, or with the production, 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
treatment, sale or
disposal of water, hydrocarbons or associated substances therefrom; and (v) all
of the real, personal and mixed property appurtenant to the Oil and Gas
Interests or used or held for use in connection with the Oil and Gas Interests,
including but not limited to all wells, production facilities, gathering or
processing systems or pipelines and all other equipment and all other fixtures
and improvements appurtenant to the Oil and Gas Interests or used or held for
use in connection with the Oil and Gas Interests (the “Equipment”);
and

     

    (c) All of
Seller’s title and other information relating to the Oil and Gas Interests,
including without limitation lease files, maps, records, land records, division
orders, production files, deeds and documents of title, all other property
records, all accounting files and records, all geological, geophysical and other
files, records and associated information and all other contracts, agreements
and documents relating to the Oil and Gas Interests (collectively, the “Property
Records”).

     

    2. Consideration.

     

    (a) The
purchase price for the Properties shall be the sum of $700,000.00 (the “Base Purchase
Price”).

     

    (b) Buyer has
delivered 10,000 shares of its $.001 par value common stock (restricted) (the
“Shares”) with the execution of this Agreement, which the Parties agrees shall
have an agreed value of $20,000.00 credited against the Base Purchase
Price.  At Seller’s election, it may exercise a put option, granted
hereby, to sell the Shares to Buyer or its assigns for the sum of
$20,000.00.  This put option shall expire on the 40th day
following Closing.

     

    (c) Appropriate
adjustments to the Base Purchase Price shall be made at Closing (i) to reflect
the revenues received by Seller and the reasonable and prudent expenditures
incurred and paid by Seller in connection with the Properties between the
Effective Date and the Closing Date, (ii) for all oil, condensate or liquid
hydrocarbons above the pipeline connection in storage on the Effective Date, and
(iii) to reflect the proration of taxes as described in Paragraph
7.

     

    (d) As
further consideration, Buyer agrees that within 120 days of the Closing, it
shall commence operations for the purpose of drilling a single well on the
Leases, at a location to be determined by Buyer in its sole discretion (the
“Contract
Well”).  The Contract Well shall be drilled to a depth
sufficient to penetrate the Buda formation or 5,500’, which ever is reached
first, and, if warranted, tested, completed, and equipped (collectively, “DTCE”), at the
Buyer’s expense.  In no event shall Buyer be obliged to expend more
than $1,250,000.00 on DTCE.  Buyer shall reserve and upon pay-out of
all DTCE expenses from production revenues from the Contract Well, deliver to
Seller a 2% Working Interest in the Contract Well.

     

    (e) With
respect to any new well to be drilled on the Leases after spudding the Contract
Well, Seller shall have the right to participate and purchase up to a 25%
Working Interest.  Buyer shall advise Seller of its intentions to
engage in drilling 



    
      
        2

      

      
         

        
          

        

      

      
         

      

    

    activities by delivering a copy of such notice or permit
application, whether on TXRRC Form W-1 or otherwise, upon filing, as well as a
copy of any estimates for DTCE, whether by AFE or otherwise; Seller shall advise
Buyer of its intention to participate in the well and the amount of
participation it seeks within ten (10) days of notice.  Any such
participation by Seller shall be on a “heads up” basis, meaning that it shall
pay only its proportional share of actual DTCE expenses.

     

     

    3. Effective
Date.  The ownership of the Properties shall be transferred
from Seller to Buyer as of September 1, 2008, at 7:00 a.m. at the location of
the Properties (the “Effective
Date”).

     

    4. Date and Location of
Closing.  Subject to the conditions stated in this Agreement,
the consummation of the transactions contemplated hereby (the “Closing”) shall take
place on or before September 1, 2008, and shall be held at the offices of Buyer,
or at such other place as Buyer and Seller may agree in writing.  The
date Closing actually occurs is herein called the “Closing
Date”.

     

    5. Closing
Obligations.  At or before Closing the following events shall
occur, each being a condition precedent to the others and each being deemed to
have occurred simultaneously with the others:

     

    (a) Buyer
shall pay the Base Purchase Price, net of any credit or adjustment, to Seller in
immediately available funds;

     

    (b) Seller
and  shall execute, acknowledge and deliver to Buyer (or its designee)
an assignment, bill of sale and conveyance (in sufficient counterparts to
facilitate recording), substantially in the form attached hereto as Exhibit B and
incorporated herein by reference for all purposes, conveying to Buyer the
Properties;

     

    (c) Seller
shall execute and deliver to Buyer such notices and documents evidencing the
transfer of operatorship of the Properties to Buyer, including but not limited
to Forms P-4;

     

    (d) Seller
shall pay, and confirm payment, of any amounts held by it in suspense for owners
of royalty or working interests in the Wells.

     

    (e) Seller
and Buyer shall execute, acknowledge and deliver such other notices and
instruments as may be necessary to evidence the transfer of titles hereunder
effective as of the Effective Date; and

     

    (f) Seller
shall deliver to Buyer exclusive possession of the Properties.

     

    6. Warranties in Conveyance
Instruments.  All assignments, bills of sale and other
conveyances of the Properties shall contain a special warranty of title (i.e.,
warranty by, through and under Seller or, in the instance of Oil and Gas
Interests conveyed by officers or directors of Seller, such officer or director,
but not otherwise).

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    7. Taxes.  Buyer
shall pay all use, sales and other similar taxes which are imposed as a result
of the transfer of the Properties, together with all documentary, filing and
recording fees required in connection with the filing and recording of any
conveyance instruments.  All ad valorem, property and other similar
taxes applicable to the Properties will be prorated as of the Effective Date
(based upon the amount of the prior year's taxes), and the Base Purchase Price
shall be adjusted by the amount of such taxes attributable to the periods of
time prior to, and on and after, the Effective Date.

     

    8. Seller’s
Representations.  Seller represents and warrants to Buyer that
as of Closing:

     

    (a) Seller is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Texas, and is duly qualified or licensed to do business and
is in good standing in the State of Texas;

     

    (b) Seller
has the requisite power and authority to enter into and perform this Agreement
and the transactions contemplated by this Agreement;

     

    (c) all of
the Leases are in full force and effect;

     

    (d) any
material contracts or agreements burdening or relating to the Properties are in
full force and effect and none of the parties to such contracts and agreements,
including Seller, are in breach of the terms of such contracts and agreements in
any material respect;

     

    (e) Seller is
not, to its knowledge, in default under or in violation of any law, order, writ,
injunction, rule, regulation or decree of any governmental body, agency or court
or of any commission or other administrative agency that in any way could
substantially impact the consummation of the transactions contemplated by this
Agreement;

     

    (f) except as
specified in the Leases, there are no obligations to engage in drilling and/or
development operations in order to earn or maintain an interest in the
Properties;

     

    (g) Seller
has fulfilled all requirements for filings, licenses, permits, certificates,
disclosures of parties in interest and other similar matters required by law,
rule, regulation or contract, and is fully qualified, to own and operate all
Properties as presently owned and operated and no material violations exist or
have been recorded with respect to same;

     

    (h) there is
no consent, waiver or other prior action of any third party required in
connection with the consummation of the transactions contemplated by this
Agreement;

     

    (i) Seller
has not burdened the Properties with any lien or encumbrance, excepting any that
have been released prior to Closing;

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (j) all ad
valorem, property, and similar taxes and assessments based on or measured by the
ownership of the Properties for all years prior to 2008 have been properly paid
unless the same are not yet due and payable;

     

    (k) neither
Seller nor any officer or director of Seller has acquired or contracted to
acquire any ownership interest in the Oil and Gas Properties;

     

    (l) Seller
has not received any notice or information and has no knowledge that any such
action or other proceeding is pending, or to the best of Seller’s knowledge
threatened, that might result in impairment or loss of title to any of the
Properties or the value thereof; and

     

    (m) Seller is
an accredited investor, within the meaning SEC Regulation D, and is acquiring
the Shares for investment purposes and subject to any investment restrictions
necessary to ensure compliance with SEC Rule 144, as amended.

     

    9. Buyer’s
Representations.  Buyer represents and warrants to Seller
that:

     

    (a) Buyer is
a corporation duly organized and validly existing, as a corporation and in good
standing under the laws of the State of Nevada, and is duly qualified or
licensed to do business in the State of Texas;

     

    (b) Buyer has
the requisite power and authority to enter into and perform this Agreement and
the transactions contemplated by this Agreement; and

     

    (c) Buyer is
not in default under or in violation of any law, order, writ, injunction, rule,
regulation, or decree of any governmental body, agency, or court or of any
commission or other administrative agency that in any way could substantially
impact the Properties or the consummation of the transactions, this Agreement or
any material agreement or obligation relating to the Properties.

     

    10. Seller’s Closing
Conditions.  The obligations of Seller to consummate the
transactions contemplated by this Agreement are subject to the satisfaction of
each of the following conditions:

     

    (a) all
representations and warranties of Buyer are true and correct in all material
respects at and as of Closing as if such representations and warranties were
made at and as of Closing;

     

    (b) Buyer
shall have performed and satisfied all covenants and agreements in all material
respects required by this Agreement to be performed and satisfied by Buyer at or
prior to Closing;

     

    (c) Closing
occurs on or before September 1, 2008;

     

    (d) at the
Closing Date, no suit, action or other proceeding shall be pending or threatened
in which it is sought to restrain or prohibit the performance of or to obtain
damages or other relief in connection with this Agreement or the transactions
contemplated hereby.

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    11. Buyer’s Closing
Conditions.  The obligations of Buyer to consummate the
transactions contemplated by this Agreement are subject to the satisfaction of
each of the following conditions:

     

    (a) all
representations and warranties of Seller are true and correct in all material
respects at and as of Closing as if such representations and warranties were
made at and as of Closing;

     

    (b) Seller
shall have performed and satisfied all covenants and agreements in all material
respects required by this Agreement to be performed and satisfied by Seller at
or prior to Closing;

     

    (c) at the
Closing Date, no suit, action or other proceeding shall be pending or threatened
in which it is sought to restrain or prohibit the performance of or to obtain
damages or other relief in connection with this Agreement or the transactions
contemplated hereby; and

     

    12. Ownership of
Properties.  The parties agree that, after Closing, Seller and
its officer and direcors, with respect to the rights and obligations
attributable to ownership of the Properties prior to the Effective Date, and
Buyer, with respect to the rights and obligations attributable to ownership of
the Properties from and after the Effective Date, each, respectively, shall be
entitled to all of the rights incidental to such ownership, and shall be subject
to the duties and obligations of such ownership attributable to the Properties
and attributable to the periods of time ownership of the Properties shall have
been vested in each of the parties.  Without limiting the generality
of the foregoing, after Closing, Buyer shall assume all obligations to plug,
abandon, decommission, remove and dispose of the Wells and equipment included as
part of the Properties (the “Abandonment
Obligations”).

     

    13. Property
Records.  At any time after the Closing Date, pursuant to
Buyer’s reasonable instructions, Seller shall deliver to Buyer all Property
Records.  Buyer shall be entitled to all original Property Records in
Seller’s possession.  Sellers may make and retain, at their expense,
copies of the Property Records prior to the delivery thereof to
Buyer.  Buyer agrees to maintain all Property Records until the second
(2nd)
anniversary of the Closing Date (or such longer period of time as Seller may
request for tax audit purposes).  Buyer will provide to Seller
reasonable access to the Property Records for purposes of obtaining information
for the preparation of tax returns, financial statements, and other legitimate
business purposes of Seller.

     

    14. Indemnification.  After
Closing, (i) Buyer shall protect, defend, indemnify and hold Seller harmless
from the payment of any judgments (including interest), claims, costs, expenses
and liabilities, direct, contingent or otherwise (“Damages”), assessed
against Seller that are attributable to the Properties and attributable to the
period of time from and after the Effective Date, and (ii) Seller shall protect,
defend, indemnify and hold Buyer harmless from the payment of any Damages
assessed against Buyer that are attributable to the Properties and attributable
to the period or time prior to the Effective Date.

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    15. Release.  Subject
to the consummation of the transactions contemplated by this Agreement,
effective as of the Effective Date, Buyer hereby releases, acquits and forever
discharges Seller and its respective directors, officers, employees, partners,
managers, members, agents or any persons acting on behalf of the aforementioned
persons or entities (collectively referred to as the “Released Parties”) from
any and all claims specifically including, but not limited to, actual damages,
special damages and punitive damages and attorney’s fees or suits of whatsoever
nature, whether known or unknown, and without regard to whether such liability
may be direct, indirect or contingent upon the happening of some event or
liability of some other person, that it has, that it has had, or that it may
have, against any of the Released Parties (all such claims being collectively
referred to as the “Released Claims”).  Buyer hereby represents and
warrants that it has not transferred or assigned any Released
Claims.

     

    16. Further
Assurances.  After Closing, Seller and Buyer shall timely
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such instruments and take such other action as reasonably may be
necessary or advisable to evidence and effectuate the transfer of titles
hereunder (including but not limited to the execution and delivery of any
instruments which may be required to effectively transfer any interests owned by
Seller in any state, federal or Indian oil and gas leases), and to carry out
their respective obligations under this Agreement and under any document,
certificate or other instrument delivered pursuant thereto.

     

    17. Non-Competition/Non-Circumvention.  Seller
and each of its officers and directors, individually, agree that for a period of
12 months from the date of their executing this Agreement none of them will
contract or offer to contract, or broker any such offer or contract, to obtain
any interest in the Leases or Oil and Gas Properties, including specifically any
acreage not part of the Leases conveyed herein that is covered or otherwise
depicted in Exhibit A, without providing Buyer with the right to first obtain
such interest on substantially the same terms as offered to Seller, its agent or
principal.

     

    18. Survival.  All
representations, warranties, covenants and agreements included or provided in
this Agreement or any exhibit hereto shall survive Closing and shall apply to
and bind the successors and assigns of the parties hereto.

     

    19. Expenses.  Except
as otherwise specifically provided herein, all fees, costs and expenses incurred
by Buyer or Seller in negotiating this Agreement or in consummating the
transactions contemplated by this Agreement shall be paid by the party incurring
the same, including without limitation legal and accounting fees, costs and
expenses.

     

    20. Notices.  All
notices and communications required or permitted under this Agreement shall be
in writing, and any communication or delivery hereunder shall be deemed to have
been duly made when received by the party charged with such notice and addressed
as follows:

     

    If to
Seller:             ROBOCO
Energy, Inc.

    1219 ACR 397

    Palestine,
Texas  75801

    Attention:  Mike
Studdard

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    


    If to
Buyer:            Gulf
Onshore, Inc.

    4310 Wiley Post Rd., Ste.
201

    Addison,
Texas  75001

    Attention:  Jeffrey
Joyce

    


    Any party
may, by written notice so delivered to the other, change the address to which
delivery to such party shall thereafter be made.

    


    21. No
Brokers.  Each of the parties represents and warrants to the
other that it has not made any arrangement or in any way incurred any liability
for a finder’s fee or any other remuneration to a broker, finder or agent
whereby the other party hereto might become liable for any such fee or other
remuneration, and if any such fee or any remuneration becomes payable by any
party hereto as a result of any arrangements made by the other party, the party
which has made such arrangement agrees to protect, defend, indemnify and hold
harmless the other party hereto to the full extent of such
liability.

     

    22. Amendments.  This
Agreement may not be amended nor any rights hereunder waived except by an
instrument in writing signed by the party to be charged with such amendment or
waiver and delivered by such party to the party claiming the benefit of such
amendment or waiver.

     

    23. Assignment.  Neither
party may assign all or any portion of its rights or delegate all or any portion
of its duties under this Agreement without the express written consent of the
other party, which consent shall not be unreasonably withheld or
delayed.

     

    24. Headings.  The
headings of the paragraphs of this Agreement are for guidance and convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions of this Agreement.

     

    25. Counterparts.  This
Agreement may be executed by Buyer and Seller in counterparts, each of which
shall be deemed an original instrument but all of which together shall
constitute but one and the same instrument.

     

    26. GOVERNING
LAW.  THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
TEXAS, EXCLUDING ITS CONFLICTS OF LAW PRINCIPLES.

     

    27. Entire
Agreement.  This Agreement (including the exhibits hereto)
constitutes the entire understanding between the parties with respect to the
subject matter hereof, superseding all negotiations, prior discussions and prior
agreements and understandings relating to such subject matter.

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    28. Parties in
Interest.  This Agreement and all its terms, provisions,
conditions, covenants and warranties shall be binding upon and shall inure to
the benefit of the parties hereto, and subject to Paragraph 22, their
respective successors and assigns.  Nothing contained in this
Agreement, express or implied, is intended to confer upon any other person or
entity any benefits, rights or remedies.

     

    


     

    [signature page
follows]

     


    
      
         


      

      
        9 


        
          

        

      

      
         


      

    


    


      GULF
ONSHORE, INC.

      


      


      
        	
                By:

              	 
      	 
	 
      	
                Jeffrey
      Joyce

              	 
	 
      	
                President

              	 
	 
      	 
      	 
	 
      	 
      	 
	
                ROBOCO
      ENERGY, INC.

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                By:

              	 
      	 
	 
      	
                Mike
      Studdard

              	 
	 
      	
                Vice
      President

              	 


      



    Officers
and Directors (Individually, solely with respect to

    obligations
set out in Paragraphs 1(a), 8(k), 12 and 17)

    


    


    


    


     

    
      	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    


    


    


    


    


    


    


    


    



    
      
         


      

      
        10 


        
          

        

      

      
         


      

    


    Exhibit
A

    


    


    OIL AND GAS
INTERESTS

    


    Leases

    


    See
Attached Exhibit A-1

    


    


    Wells

    


    
      	
              Well

            	
              Working Interest

            
	
              Britanni
      #1 well

            	
              100%

            
	
              Lasiter
      #1 ST well

            	
              100%

            


    

    


    


    


    



    
      
        
          A-
1

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
B

    


    NOTICE OF
CONFIDENTIALITY RIGHTS:  IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS:  YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.

    


    ASSIGNMENT, BILL OF SALE AND
CONVEYANCE

    


    


    THIS
ASSIGNMENT, BILL OF SALE AND CONVEYANCE (the “Assignment”) is from
ROBOCO ENERGY, INC., a Texas corporation (“Assignor”) with
offices at 112 East Oak Street, Suite 200, Palestine, Texas 75801, to GULF
ONSHORE, INC., a Nevada corporation (“Assignee”) with offices at 4310 Wiley Post
Rd., Ste. 201, Addison, Texas 75001, upon and subject to the following terms and
conditions:

     

    W I T N E
S S E T H:

    


    1.           Certain
Definitions.  Except as otherwise provided or unless the
context otherwise requires, the terms defined in this Paragraph 1 have the
meanings herein assigned to them and the capitalized terms defined in this
opening paragraph and subsequent paragraphs of this Assignment by inclusion in
quotation marks and parentheses have the meanings so ascribed to
them.

     

    “Effective Date” means
7:00 a.m., at the location of the Properties, on September 1, 2008.

     

    “Properties”
means:

     

    (a) All of
Assignor’s rights, titles and interests in and to those oil, gas and mineral
leases (the “Leases”), those wells
(the “Wells”)
and other rights described in Exhibit A attached
hereto and incorporated herein by reference for all purposes, including without
limitation assignments of operating rights and contractual rights to acquire or
earn any such interests and all contingent, reversionary and carried interests
relating to any of the foregoing, and all other rights therein (such properties,
rights and interests of Assignor are hereinafter collectively called the “Oil and Gas
Interests”);

     

    (b) All of
the rights, titles, interests and benefits incident to the use, ownership,
operation, or maintenance of the Oil and Gas Interests, including without
limitation the following: (i) all rights, privileges, benefits and powers
conferred upon Assignor with respect to the use and occupation of the surface
of, and the sub-surface depths under, the land covered by the Oil and Gas
Interests, that may be necessary, convenient or incidental to the possession and
enjoyment of the Oil and Gas Interests; (ii) all rights in respect of any pooled
or unitized acreage by virtue of any Oil and Gas Interest, being a part of such
pooled or unitized acreage, including all production from the pool or unit
allocated to any such Oil and Gas Interest, and all interests in any wells
within the unit or pool associated with such Oil and Gas Interest, regardless of
whether such production comes from within or without the Oil and Gas Interests,
or whether such unit or pool production comes from wells located within or
without the Oil and Gas Interests; (iii) all tenements, hereditaments and
appurtenances belonging or incident to the Oil and Gas Interests; (iv) all of
the permits, licenses, servitudes, easements, rights-of-way, orders, surface
leases or rights, farmin agreements, farmout agreements, operating agreements,
options, leases of equipment or facilities and all other contracts, agreements
and rights appurtenant or incident to the Oil and Gas Interests, or used or held
for use in connection with the ownership or operation of the Oil and Gas
Interests, or with the production, treatment, sale or disposal of water,
hydrocarbons or associated substances therefrom; and (v) all of the real,
personal and mixed property appurtenant to the Oil and Gas Interests or used or
held for use in connection with the Oil and Gas Interests including but not
limited to all wells, production facilities, gathering or processing systems or
pipelines and all other equipment and all other fixtures and improvements
appurtenant to the Oil and Gas Interests or used or held for use in connection
with the Oil and Gas Interests (the “Equipment”);
and

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

     

    (c) All of
Assignor’s title and other information relating to the Oil and Gas Interests,
including without limitation lease files, maps, records, land records, division
orders, production files, deeds and documents of title, all other property
records, all accounting files and records, all geological, geophysical and other
files, records and associated information and all other contracts, agreements
and documents relating to the Oil and Gas Interests (collectively, the “Property
Records”).

     

    2.           Assignment.  For
Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, , effective as of the Effective
Date Assignor hereby transfers, grants, conveys, and assigns the Properties to
Assignee.

     

    3.           Further
Assurances.  Assignor agrees to execute and deliver such other
and further instruments and will do such other and further acts as in the
reasonable opinion of Assignee may be necessary or desirable to carry out more
effectively the intents and purposes of this Assignment.  Furthermore,
in the event that, under applicable federal or state statutes or regulations or
by virtue of contractual obligations, a separate assignment of any of the
Properties is required to be executed by Assignor on an approved form or on a
separately executed instrument, such separate assignment shall be so executed on
such approved forms or on such separate assignment in sufficient counterparts to
satisfy any such statutory, regulatory or contractual requirements.

     

    4.           Substitution and
Subrogation.  This Assignment is made with full substitution
and subrogation of Assignee, its successors and assigns in and to all covenants
and warranties heretofore given or made in respect to any of the Properties, and
Assignor hereby assigns and conveys to Assignee all such covenants and
warranties and all of Assignor’s rights thereunder.

     

    5.           Warranties.  With
respect to all persons who may claim by, through or under Assignor, but not
otherwise, Assignor warrants that (i) Assignor is the lawful owner of the
Properties, enabling Assignor to receive not less than the interests set forth
in Exhibit A as
net revenue interests of all hydrocarbons produced, saved and marketed from the
Properties and obligating Assignor to bear costs and expenses of the operation
and development of the Properties not greater than the interests set forth in
Exhibit A as
working interests (unless there is a corresponding increase in the net revenue
interests); and (ii) the Properties are free and clear of all liens,
encumbrances and defects.  Additionally, to the extent that this
Assignment constitutes an assignment of personal property or fixtures, Assignor
expressly disclaims and negates (a) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, and (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR
SAMPLES OF MATERIAL.

    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    

     

    6.           Successors and
Assigns.  This Assignment shall bind and inure to the benefit
of Assignor and Assignee and their respective successors and
assigns.

     

    7.           Purchase
Agreement.  This Assignment is made expressly subject to the
terms and conditions of that Purchase and Sale Agreement dated as of June 19
2008, by and between Assignor and Assignee.

     

    TO HAVE
AND TO HOLD the Properties unto Assignee, its successors and assigns
forever.

     

    


      
        	 
      	
                ASSIGNOR:

              
	 
      	 
      
	 
      	
                ROBOCO
      ENERGY, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              
	 
      	
                Mike
      Studdard, Vice
President

              


      




      
        	
                STATE
      OF TEXAS

              	 
      	
                §

              
	 
      	 
      	
                §

              
	
                COUNTY
      OF DALLAS

              	 
      	
                §

              


      





    The foregoing instrument was
acknowledged before me on this _____ day of, 2008, by Mike Studdard, Vice
President of ROBOCO ENERGY, INC., a Texas corporation, on behalf of said
corporation.

    


    


    


    Notary Public

    


    My
commission
expires:                                                                                     

    Printed Name of Notary

    


    



    
      
        
          B-
3